Empire of the Sith
by SaurusRock625
Summary: Shunned by everyone for his Omnitrix wielding cousin, Ben Tennyson descends into the darkness of the Force. When he finds a Sith Lord who offers to train him, he becomes a more powerful Sith Lord than even Darth Vader. Look out, galaxy - Darth Nemesis is on the prowl! Set after the events of the original trilogy, and Episode Seven The Force Awakens Rated T for character death
1. Chapter 1

_**Many people know about the Sith, correct? Well, you don't know about a certain version of Ben Tennyson, who gave rise to a grand Empire of the Sith. But how did he do this? It all happened in a Galaxy far, far away…**_

 _ **Disclaimer: I still don't own Ben 10. And I don't own Star Wars either!**_

"The Sith." = Talking

" _The Sith." = Thinking_

" **The Sith." = Yelling**

* * *

 _ **Awakening of a Sith**_

* * *

Walking through the desert outside of Bellwood was an angry Ben Tennyson. He was tired of it all. Ever since his stupid cousin, Gwen, got the Omnitrix, it's been nothing but scorn and put downs from everyone around him. Even his own FAMILY didn't seem to want anything to do with him! So, he left Bellwood in a fit of rage.

His once vibrant green eyes were now a sickly yellow against black sclera, and his arms were now decorated with strange, black and red tribal tattoos. He was currently shirtless, so you could see his perfectly well muscled physique. His mind was focused on only one thing right now - getting off world. If he could steal a Plumber ship, maybe he'd be able to find others who'd been scorned by their people and recruit them.

He shook his head in anger and exasperation. That would still take a lot of skill to take down all of those Plumber agents, not to mention Gwen with her blasted Omnitrix!

" _Those hypocritical fools seem to enjoy seeing my misery on this wretched world. Even Verdona seems to have it out for me!"_ Ben thought to himself. " _They seem to think that just because I lack alien powers that I am a weakling. Such hypocritical tripe; IT MAKES ME WANT TO VOMIT!"_

He needed water, and some shade. One of them, he knew where to find.

* * *

 _ **Gwen's POV.**_

* * *

Finally, I lost those reporters! I've been trying to talk to Ben about this whole hero thing for over three months now, but these damn reporters keep on following me practically everywhere I go! And as luck would have it, Ben is nowhere to be seen once again.

I wouldn't be surprised if he was currently planning to kill me, bury my corpse, dig me up, clone me, then kill all my clones. ...What? It could happen!

It just doesn't seem fair. Ever since I got the Omnitrix and became a hero, Ben's been treated like he's just the bumbling sidekick who gets in my way. When I was ten, I'd have been inclined to agree with them. Makes me wanna go back in time, and stop myself from getting this ridiculous watch! Unfortunately, I can't.

CURSE YOU, PROFESSOR PARADOX!

And Rook is no help on this matter either. Don't get me wrong, he means well, but that Revonnahgander is three dimes short of a nickel. Wait…

" _OH GODDAMNIT, ROOK!"_ _**(TFS FOR THE WIN!)**_

It was a long trek back home, but that was because I had to take the long way to avoid the stupid reporters. Vultures; the lot if them! When I got back inside, I saw my mom waiting for me in the living room.

"Gwen, I saw the whole thing on the news. You know that you should've been more careful!" she scolded.

I didn't really care what she said anymore, so I just replied with a simple "okay", and plopped face first onto the couch. It's predictable that she failed to ask if I tried to protect Ben. She and the rest of the family had pretty much forgotten all about Ben, and thought of him as nothing but a troublemaker.

It makes me sick! So sick, in fact, that I was actually considering just destroying this stupid thing and going back to the life of a normal, teenage girl.

...No… even if I did that, it wouldn't fix anything. All it would do is make both me and Ben easier targets for all of the enemies I've made over the years. I can't afford to do something like that. Especially not with…

Wait a minute! Mine and Ben's birthday is tomorrow. All I have to do is do something really special for him, and try to make him feel like part of the family again!

I immediately got up from the couch, and bolted up to my room, ignoring mom's orders to slow down. I've got a lot of planning to do.

* * *

 _ **Third Person POV.**_

* * *

Back in the desert, Ben had just found a bunch of crags that were providing him with shade. He felt the skin on his bare upper body stinging somewhat and figured that he might have a light sunburn, but he ignored it. It was a minor pain in comparison to the emotional pain that he refused to show.

He hated this feeling of weakness that lingered over his head like a vulture waiting to feed on the remains of a kill. He could feel an incredible power within him, but it was unlike anything he'd seen Gwen use, and it wasn't Mana.

" _What is this power?"_ Ben mentally asked himself. " _And why does it feel so… familiar?"_

 _"'Tis the power of the Force, young man."_ echoed a woman's voice.

Ben immediately stood up and started looking around. That voice didn't sound anything like his "grandmother's", so he had every right to be suspicious. It might be a Plumber trying to drag him back to Bellwood. Well, he wasn't gonna let them do so without putting up a fight!

 _"You have no need to fear me, Benjamin."_ the voice assured.

"How do you know my name? Who are you?" Ben asked.

In response, a red mist began to exude from a cave that was near Ben's location. It almost felt as if it was calling out to him.

" _Follow the mist, and you will find me."_

While he was still suspicious about all of this, Ben knew he wasn't gonna find any answers standing around all day. With his anger temporarily forgotten, he walked over to the cave and began his trek into the darkness.

It was pitch black in the cavern, but the red mist gave off a small amount of light. This at least ensured that Ben wouldn't get lost. As he traveled deeper and deeper into the cave, Ben could feel a dark, almost sinister energy lingering in the area. His first instinct was to get as far away as possible from this horrible energy, but those thoughts were squashed by his resolve to find the source of this voice. Pretty soon, he found himself at the heart of the cave where he stumbled upon a strange sight.

There was an odd creature that looked almost like a human encased in a giant, red crystal. He could tell from looking that it was clearly a woman, but instead of hair, she has a pair of tendrils on the back of her head. And her skin was a deeper shade of red than the crystal encasing her. She was wearing a black bikini loincloth combo, black combat boots, and had black tattoos covering almost all of her body. Even her lips were black.

Ben could sense that the power that he felt earlier was coming from her, and it made him uneasy. That's when the voice spoke up again. But this time, Ben knew where it was coming from. It was the voice of that woman in the crystal!

" _There is no need to fear me, Benjamin. My name is Darth Talon, and I wish to help you."_ she said telepathically.

But Ben wasn't so trusting. He'd been duped by something like this before, and has avoided contact with people ever since.

"How do I know this isn't a trick?" Ben asked warily.

" _I can assure you that this is no trick. I sense that you are strong in the Dark Side of the Force, and will grow to be the strongest Sith Lord to ever exist."_ Talon explained. " _However, you will need someone to train you to use your power the right way. I will teach you the ways of the Sith if you do three things for me."_

Realizing that this power of his could help him enact his revenge, he decided to see what he was getting himself into.

"What do you want in exchange?" he asked.

" _My first demand is that you swear eternal loyalty to the Sith. My next Demand is that you free me from this crystalline prison when you are strong enough. And my final demand… well, I'll get back to you on that."_

Ben thought about these terms. While the third demand unnerved him due to being unknown, he was getting a pretty good deal here. So he made his choice.

"When do we begin… Master?"

* * *

 _ *****To Be Continued…*****_


	2. Chapter 2

_**Just to clear something up for everyone, Ben is not - I repeat, NOT - the one with the Omnitrix in this story. That title goes to his cousin, Gwendolyn. All clear? Even for the little ones who love Star Wars? Okay. Enjoy the chapter.**_

 _ *****I still don't own Ben 10, or Star Wars*****_

* * *

 _ **Oath of the Sith and Birthday Rage**_

* * *

Ben was now meditating in the cave with his master still stuck in her crystalline prison. This was the first step to his Sith training. He needed to gain a more detailed understanding of the power of the Force through meditation before they could move on to Saber styles. He'd also need to build his own Lightsaber before he could learn the styles.

Surprisingly, it wasn't as hard as he thought it'd be. In fact, it seemed to be almost second nature to the boy.

 _"Good, my apprentice. Very good. Don't try to control the Force. Let it flow through you as freely as the blood in your veins."_ Talon instructed.

"Yes, my Master." Ben replied.

He could feel the power of the living Force all around him. He could feel it in the air, the sand, even in the rocks around him. It made him feel more at peace with a world that he would not define to be peaceful. A world that he wished would perish.

As Ben continued to meditate, bad memories continued to surface from the depths of his psyche. All of his pain, all of the times he's been scorned, all of the times his parents ignored him in favor of Gwen, all of the love he no longer received. As his anger grew, black colored Force Lightning began to spark and crackle off of his body, and grew stronger with his rage.

Talon must have sensed his anguish through the Force, and began to send out comforting waves towards her apprentice through the Force. Hey, just because the Sith are ruthless in battle doesn't mean they don't form a bond with their apprentice.

Ben felt these waves of comfort, and began to get his emotions under control. An action that was immediately corrected by Talon.

 _"No, Benjamin, don't do that! You must not suppress your emotions. That is a Jedi teaching. You must repeat this oath to yourself as you meditate. It will help you grasp the way of the Sith."_ Talon instructed.

Ben nodded, and awaited the oath.

 **"Peace is a lie, there is only passion."**

 **"Through passion, I gain strength."**

 **"Through strength, I gain power."**

 **"Through power, I gain victory."**

 **"Through victory, my chains are broken."**

 **"The Force shall free me."**

After Darth Talon recited the Sith Oath, her student began to mentally recite it to himself. As he did so, Ben began to feel his emotions becoming more free, and his mind calming itself. The Force Lightning slowly stopped flowing, and he let out a sigh of content. No longer was his mind flowing with so much anger. Now, he felt at peace.

"Thank you, Master. I needed that." Ben said.

 _"Think nothing of it, my apprentice. It's the least I can do."_ Talon replied. _"You must go back to Bellwood for now. We will resume our training tomorrow"_

As reluctant as Ben was to leave this place of sanctuary, he didn't wish to anger his master by arguing with her. So he swallowed his pride, and began the long trek "home". If you can even call it that.

As he walked back to Bellwood, Ben thought about how this day would be the most miserable. It was his and Gwen's birthday today, and he knew what that was gonna be like. Gwen would get all of the presents and praise from everyone, while Ben got nothing. Just like every other year.

 _"I'll bet that by now, they're getting ready to celebrate the " hero's birthday", just like last year."_ Ben thought to himself bitterly. _"And the year before that, and the year before that."_

* * *

 _ *****Back in Bellwood*****_

* * *

Carl and Sandra Tennyson were busy getting everything ready for the party. Gwen would be turning seventeen years old today, and they wanted to make it an extra special birthday. Now, they just needed to make sure that Ben would be ready in time.

Ben…

Thinking back to the years after Gwen got the Omnitrix, Sandra began to grow saddened as she remembered her only son. She couldn't really remember anything about him, and yet she knows just about everything about Gwen. Her likes, dislikes, hobbies, career choices, favorite color, favorite foods, you name it.

And yet, when she thinks about her son, she can't remember anything about him. If you were to ask her what his favorite video game is, she'd probably just reply with something like "oh, I think he likes Sumo Slammers".

 _"I DON'T EVEN KNOW WHAT VERSION, FOR CRYING OUT LOUD!"_ Sandra thought to herself.

She looked to the wall, and saw that there wasn't a single picture that involved Ben on the wall. All of them depicted members of the family with Gwen, but none of them were with Ben.

"Hey, hon', is everything okay?" Carl asked, looking up from the gift he was wrapping.

"Carl, I need to talk to you. It's about Ben." Sandra explained.

"Ben? What about him?" Carl asked.

"It's just… I don't think he feels like he's a part of the family. He doesn't talk to us, he doesn't interact with anyone, and I can't even remember the last time we ever celebrated his birthday." Sandra explained, tearing up. "I'm worried, Carl. What if Ben doesn't want anything to do with us? What if he hates us for ignoring him for so long? What if he… what if he…"

Sandra couldn't find the words to finish that last sentence, as she broke down crying. She had been a terrible mother to Ben, and was certain that he hated them.

Carl hated seeing his wife so sad. And he understood why she was as upset as she was. He remembered having a very strong bond with Ben before Gwen got the Omnitrix and began her hero career. Ever since then, he was just as guilty of neglecting their son. But for now, he really needed to comfort his wife.

He wrapped her up in his arms, letting her cry into his shoulder as he whispered soothing words to her. It took awhile, but Sandra finally calmed down to manageable levels.

"Don't worry, Sandra, we'll make it up to Ben." Carl said.

"How?" Sandra asked.

Carl broke the hug, and held Sandra at arm's length.

"Look, today is both Gwen and Ben's birthday, right? Well, maybe if we actually treat him as part of the family. I know it really isn't much right now, but it's a start." Carl suggested. "And we can start by fixing the cake for the party."

Sandra smiled at her husband's suggestion. He was right. It wasn't much. But at least it would be a start towards making Ben a part of the family again. She nodded in approval, and went back to making the cake. Good thing she hasn't combined the ingredients yet.

* * *

 _ *****Later that Evening*****_

* * *

The party was in full swing. All of Gwen's family along with her closest friends and acquaintances were currently chatting amongst themselves. Gwen was currently trying to find her cousin, but was also being hounded by her boyfriend, Kevin E. Levin. And once again, Rook was totally unsure of what to do in this type of Earthling custom.

As for Ben? He was leaning against a wall glaring at everything, and everyone. And his sickly yellow and black eyes only made him look more intimidating.

It was like this every year. Gwen is the center of attention, while Ben is left in her shadow. But then again, if not for that, he'd have never met his master. Ben was about to just up and leave, but was stopped by a certain elderly Anodite in her human guise.

"What are you doing standing here alone?" Verdona asked. "Why don't you go out there and mingle with your friends?"

"They are not my friends." was Ben's response.

"Oh, really now, Ben, you must have at least a few friends that showed up. I mean, it IS your cousin's birthday, after all." Verdona said, ignorant to Ben's growing anger.

She turned to face him, only to see Ben glaring at her with those evil eyes of his. Why, if looks could kill, Verdona would be nothing more than a molten puddle of Mana, flesh and bone by now. Without a word, Ben stormed out of the house, slamming the door on the way out as he did. This behavior confused the Anodite.

"Was it something I said?" Verdona asked herself.

She stiffened when she felt a very familiar sense of murderous intent coming from behind her. Hesitantly, Verdona turned around only to come face to face with a very pissed off Gwen. The elderly woman swallowed a lump that appeared in her throat, knowing she was in for it now.

"What did you do?" Gwen growled, ready to go Wildmutt on Verdona.

 _"I REALLY need to learn when to keep my big mouth shut!"_ Verdona thought to herself, sweating proverbial waterfalls.

* * *

 _ *****With Ben*****_

* * *

Running… running… that was all he could do. He didn't care where to, or why, he just had to run from Bellwood and never return. His idiot grandmother had brought up yet another painful cluster of memories. There were many times kids his own age would try to "befriend" Ben, just so they could ditch him and become friends with Gwen.

Eventually, he once again found himself in the desert where be met Darth Talon. There was nothing around but sand, dunes, and the occasional cactus. A perfect spot.

 **"RRRRAAAAAAAAAAAUUUUUGGH!"**

Ben unleashed a mighty war cry as he shot huge torrents of black Force Lightning into the area, not caring about any damage done to the ecosystem. Plants burned, dunes collapsed, sand turned to glass.

 **"Peace is a lie, there is only passion."**

Ben shot another blast of Force Lightning at a rock, turning it to a smoldering puddle of sediments.

 **"Through passion, I gain strength."**

This time, he used a Force Push to destroy a sand dune.

 **"Through strength, I gain power."**

Another Force Push uproots a desert tree.

 **"Through power, I gain victory."**

This time, Ben uses the Force to lift a small boulder, and hurled it at a cactus field.

 **"Through victory, my chains are broken."**

By now, Ben has calmed down. But now, instead of his irises being a sickly yellow color, they were the color of pure gold.

 **"The Force shall set me free."**

* * *

 _ *****To Be Continued…*****_


	3. Chapter 3

_**Okay, now Ben gets a Lightsaber to further his training. Also, I have decided on most of the pairing in this story.**_

 _ ***Ben x Talon x ? x ? x ?***_

 _ **I'm gonna set up a poll on the last three girls that will be paired with Ben. But until then, enjoy the story.**_

 _ *****I still don't own Ben 10, or Star Wars*****_

* * *

 _ **Lightsaber of a Dark Lord: Confrontation with a Jedi!**_

* * *

Three days have passed since that incident at the birthday party, and Ben was currently in his "room" meditating. He may have full control over his Force abilities now, but he still needs to meditate in order to keep his mind at ease. Although, he knows perfectly well that peace is a lie that can be easily destroyed.

 _"You have come very far in your training, my young apprentice."_ praised a familiar voice.

Ben's eyes snapped open and he sprang to his feet.

"Master? Is that you?" Ben asked.

 _"Yes, Benjamin, it is me."_ Talon assured. _"Do not speak out loud, my apprentice. Think what you wish to say to me, and we will be able to speak to each other through the Force."_

" _Like this?"_ Ben mentally asked.

" _Perfect."_ Talon replied. _"Now, I think you have done enough meditation for one morning. I need you to come to the cave. The time for you to learn how to wield a Lightsaber is now."_

Ben was a bit confused by this statement. How was be to learn how to use a Lightsaber if he hasn't constructed one yet? Seems a bit impossible, when you think about it. But rather than argue with his master, he simply closed his eyes and replied.

" _I understand and am on my way, my Master."_

Talon cut the connection and allowed Ben to get ready to leave. She still had some things to do herself, and needed to look towards the Dark Side of the Force for assistance. Her apprentice needed a Lightsaber, but she had no materials to build one.

Needing further guidance on this matter, Talon began to delve deeper into the Dark Side of the Force by creating a mental avatar of herself. She began to move further into the Dark Side, in search of someone who could help with her current dilemma.

 ** _"Please… help me in this endeavor."_** Talon prayed to the Dark Side of the Force.

It would seem as though her prayers didn't take long to be answered, as the silhouette of a human in black armor with an intimidating looking mask appeared before her spiritual avatar. Talon bowed a bit in respect to her fellow Sith Lord. Even though he's no longer a Sith.

 _"Lord Vader. What an honor to be graced by your presence. But, if I may ask, how are you speaking to me through the Dark Side? I thought you became one with the Force when you returned to being Anakin Skywalker."_

Vader's trademark mechanical breathing was enough to put the Sith Lady on edge. It's no secret that Darth Vader is one of the most powerful of all Sith Lords. Even stronger than Kylo Ren. But at the same time, Vader never attacks anyone without a good reason, so she was mildly safe.

 _"It is true that my light half, Anakin Skywalker, may have become one with the Force. However, with me being his dark half, I was claimed by the Dark Side upon my death."_ Vader explained. _"The Force has told me about your predicament, and has sent me to help you."_

 _"I see. But how can you help with my apprentice's lack of a weapon?"_ Talon asked.

She could clearly sense that Vader was smirking underneath his mask, but didn't know why. She got her answer when Vader handed something to her. It was his Lightsaber! The very same one that struck down many a Jedi during Order 66!

 _"Have your student borrow my Lightsaber for the time being. I have seen what his life has been like, and I sense much darkness in his heart due to those unfortunate events. He is the one who will return the Sith Order to its former glory!"_ Vader declared. _"When he is ready, be prepared to lay siege to the galaxy. The time for the Sith to return is nigh!"_

Hesitantly, Talon accepted the weapon as Vader returned to his place in the afterlife. All that was left for her to do now was wait for her apprentice to arrive. But she knew that he'd probably be held up by his so-called "family". So, she reestablished their connection in order to see what was going on.

* * *

 _ *****With Ben*****_

* * *

Ben had just finished putting on his sweatshirt. He knew it was the middle of summer, but he needed to hide his Sith tattoos from his parents, 'lest they get suspicious. He hurried to the living room - which was connected to the kitchen - and was met by his parents.

" _Knowing them, they won't even pay attention to the fact that I'm leaving."_ Ben thought to himself.

"Where are you going, Ben?"

Ben turned around to see his mother standing in the middle of the living room. At first, he thought that she was gonna tell him to wait for Gwen so he'd be "protected", but she looked genuinely interested in what Ben was doing instead.

" _Why is that?"_ Ben thought to himself.

 _"Probably because they finally realized that they have a son."_ Talon said telepathically.

" _Yeah? Well, it's six years too late for them to try and earn my forgiveness!"_

"Why do you care? You haven't cared about me for years, so why start now?" Ben growled.

As Ben stormed out, he noticed the hurt look on Sandra's face, but he didn't care. He just had to get out of there as quickly as possible. As Ben walked away from his house, he sensed many people watching him. And many of them were put off by the sheer amount of anger and darkness coming off of him. His gold and black eyes certainly didn't help to quell their fears.

" _Let them stare. I'll soon show them all what happens when you tango with a Sith Lord!"_ Ben thought to himself.

But as Ben was making his way to the cave where his master was waiting, he failed to realize that the Force had plans for a certain cousin of his, too.

* * *

 _ *****With Gwen*****_

* * *

Gwen was sitting alone at an abandoned library. She found it two years ago, and decided to use it as a place of solitude to get away from the fans and the reporters. Especially that Harangue, guy.

" _Seriously, what's his problem with me?!"_ Gwen thought to herself.

But we're getting off topic. Gwen had decided to come here earlier today so that she could try and figure out how to help her cousin. Thanks to her small amount of training in her Anodite abilities, she could sense that there is great darkness in Ben's heart.

The cold… the fear… the anger… it terrified her.

And those eyes of his… she could remember when Ben's eyes were a vibrant green color. Now they were an evil looking color scheme of yellow with black sclera. But the question is, how did this happen? Was it some kind of new alien Gene that had awoken within her cousin?

No, Gwen would know if it was some sort of alien DNA. The Omnitrix would've said something to her. So just what is it that's making her cousin so dark and violent?

"I just don't understand. What happened to the kind and mischievous cousin I used to know?" Gwen asked herself with tears in her eyes.

 _"I'm afraid that the answer you seek is not a good one."_ said a voice from behind her.

Gwen looked back to see a ghostly apparition of an adult human male. He appeared to be in his late thirties - early forties - with long, brown hair, a beard, blue eyes, and pale skin that was semi transparent. He was wearing a very odd set of robes that seemed to resemble samurai garbs to a degree. Clipped to his belt was a cylindrical object that appeared to be long enough to be gripped with both hands.

Gwen was immediately on the defensive, ready to activate the Omnitrix at a moment's notice.

"Who are you? How did you know about this place?" Gwen asked.

The man simply chuckled at the question.

 _"You have no need to fear me, young one. I am Jedi Master Qui Gon Jinn, and I have been watching you for some time."_ he said. _"You are quite strong in the Force, Gwendolyn. Strong enough to prevent a terrible future from occurring. Which leads to the answer to your previous question."_

Curious as to what the spirit was going to say, Gwen took a seat and waited for Qui Gon to continue with what he had to say.

 _"You see, Ben has begun down the path of a great darkness, Gwendolyn. His rage and hatred towards everyone around him has caused him to succumb to the Dark Side, and he is now being trained by a very powerful Sith."_ Qui Gon explained.

"WHAT?! I've gotta stop him, before it's too late!" Gwen declared, standing up.

 _"And you will. But not as you are now."_ Qui Gon said. _"I will teach you the ways of the Jedi, so that you may stop young Benjamin from making the biggest mistake of his life."_

Gwen nodded in acceptance, knowing she'd stand a better chance against her cousin if she learned more about this Force that Qui Gon was talking about. Her eyes began to change color as she and her new master began to recite the Jedi Oath in unison.

 **"There is no emotion, there is peace."**

As Gwen spoke, several books began to levitate off of their shelves. A sign that Gwen has awakened her latent Force abilities.

 **"There is no ignorance, there is knowledge."**

Blue energy from the Force begins to exude from Gwen's body.

 **"There is no passion, there is serenity."**

Gwen began to float in the air as her power continued to grow.

 **"There is no chaos, there is harmony."**

She put her hands together as if she were praying, and the power began to become more calm. She soon began to float back to the ground as the books around her were put back in place.

 **"There is no death, there is the Force."**

When all was said and done, she touched down on the ground. And when she opened her eyes, no longer were they the vibrant green they once were. Now, they were a stunning crystal blue color; a surefire sign that she is aligned with the Light Side of the Force.

"I am ready to begin my training, Master Jinn." Gwen said with a bow.

 _"Very well. We shall start with meditation, and move on to Lightsaber training at a later time."_

* * *

 _ *****With Ben*****_

* * *

Our favorite Sith-in-training had just gotten back to the cave where his master was waiting for him. Once at the mouth of the cave, Ben waited for his master to call him in. A tedious action, in his honest opinion. Fortunately, he didn't have to wait long to be granted entry.

 _"Enter, my apprentice."_

He did as he was told, and kneeled as soon as he reached his imprisoned master. He noticed something at the foot of Talon's crystal prison, but didn't question it. For it would seem as though the answer was going to reveal itself very soon.

 _"That cylindrical object that you see in front of you is a very powerful weapon known as a Lightsaber. It is the weapon of choice for Jedi and Sith alike, and is an extension of our being. This particular Lightsaber belonged to the strongest of all Sith Lords; Darth Vader. It is yours now."_ Talon explained.

Ben was utterly speechless. He couldn't believe that he was being given a weapon that belonged to his predecessor. With a bit of hesitation, he picked up the weapon and ignited the blade. Like the crystal that encases his master, it was a bloody crimson color like the blood that flows in his veins.

"It is a great honor and privilege that I be allowed to use the weapon of one of the greatest Sith to ever live. With this weapon, I shall strike down my enemies with the ferocity of a true Sith!" Ben declared.

If she could, Talon would smile at her student's willingness to follow the path of darkness. Indeed, he will be a great Sith, one day. But for now, it is time for his real training to begin."

 _"You may admire your weapon later, Benjamin. For now is the time we begin your training with a Lightsaber."_

Ben extinguished the blade of his Lightsaber, and gained a look of determination.

"As you wish, my Master."

* * *

 _ *****To Be Continued…*****_


	4. Chapter 4

_***Pairing has been decided. Ben T. x Talon x Ahsoka (Clone Wars) x Asaj Ventress x Shaak Ti. I'll work out how this will work later. But let's just say these aren't their mainstream versions of themselves. They're from alternate universes. And time travel will be involved here. Enjoy the presentation.***_

 _ *****I still don't own Ben 10, or Star Wars!*****_

* * *

 _ **Anger Unleashed: Confrontation with the Parents!**_

* * *

Three months have passed since Ben has begun his Lightsaber training, but it was going slower than Talon had expected. Since he was a natural at using the Force to such a high degree, she had expected him to be a prodigy with a Lightsaber. But it would appear as though she was wrong about that particular aspect of her apprentice.

He was currently working on the Saber Form of Ataru, and was definitely struggling with it. He could do all of the flips and spins just fine, but he just couldn't get everything right. His strikes were sloppy, and his movements just don't seem as refined as they should be.

Talon has been having Ben spar against her Force avatar as a means of proper training, but he hasn't been able to defeat it yet. His blade always wobbled in his hands every time he went to strike, and this made it difficult for him to change tactics and recover fast enough. Sure, Talon knows and understands that Ben hasn't had as much training as most would have at his age, but learning to use a Lightsaber shouldn't be this hard for him.

So what could be the problem? She needed to get to the bottom of this.

 _"Okay, Benjamin, I think we're done for now."_ Talon said.

She dematerialized her Force avatar, and mentally motioned for Ben to kneel before her. He did as instructed, knowing the likelihood that he'd be on the receiving end of a long lecture.

 _"I must say, I'm quite disappointed. I expected you to make better progress in your Lightsaber training. But I know that there must be a reason for your slow progress. So tell me, what seems to be the problem?"_

"Well, that's kind of hard to explain, master." Ben replied. "I have a basic grasp and understanding of the forms and movements for the Saber Styles, but I think that this Lightsaber might be the problem."

If she could, Talon would've raised an eyebrow at that statement if she could. She certainly hadn't been expecting an answer like that. But, then again, it might have some merit to it.

 _"Elaborate, please."_ Talon ordered.

"This Lightsaber was constructed by Darth Vader, for Darth Vader. And as such, it was made specifically so that he could use it to its full potential. However, it feels very awkward in my hands when I use it, and doesn't fit very well in my palms. This in turn makes it difficult for me to get a decent grip on the hilt." Ben explained.

 _"I see. That does make sense. Every Lightsaber is built to the specifications of its wielder, so of course it would feel awkward for you to use."_ Talon said. _"But at the moment, we have no parts to build your own Lightsaber. So, for now, we'll help you get adjusted to using that Lightsaber so that it doesn't feel so awkward when you use it. Start by practicing the katas for Form VII."_

"Yes, Master. At once."

Getting up from the kneeling position he was in, Ben ignited his Lightsaber and began going over the katas for Form VII. He was determined to prove himself in the eyes of his master, and knew that the only way to do so was to master everything she taught him.

He already selected a Saber Style that he would specialize in for combat purposes. The style known as Vaapad. A fighting style known for using one's aggression to make their strikes far more powerful.

And a good thing, too. Ben has much pent up aggression that needs to be released through combat.

Yet, there was still one thing about this training that Ben really didn't understand. His master was having him learn all of the different Saber Styles in existence, instead of just choosing one and sticking with it. Why is that?

He vaguely recalled a story that Talon had told him about another Sith before him known as Darth Tyrannus, or Count Dooku. He was a master of Form II - Makashi - but at the same time, he was also highly proficient in all of the other styles of Lightsaber combat. This made him more deadly in battle, because if one style failed, he had another to fall back on.

" _That must be why master Talon is having me learn every Saber Form. Better to have it and not need it, than need it and not have it."_ Ben thought to himself.

He continued to go through the katas for Form VII, attempting to get used to using Vader's weapon of choice. One day, he'd build his own Lightsaber. But that day isn't today.

As Talon observed her apprentice through the Force, it was starting to become clear to her that Ben would be far stronger in his use of the Force rather than his skills with a Lightsaber. A clear sign that he was more of an Inquisitor instead of a warrior.

 ** _"That would explain the black Force Lightning."_** Talon thought to herself.

But she also knew that he'd strengthen his Saber skills to prevent himself from being killed when fighting up close. Still, she'd be lying to herself if she said that she didn't believe that Ben would one day become not just the greatest Inquisitor to exist, but also a greater Sith than even Darth Bane.

But what neither of them realized was that while Ben continued to grow stronger in the Darkness, his cousin Gwen was growing just as powerful by following the path of the Light.

* * *

 _ *****With Gwen*****_

* * *

Back at the old library, Gwen's own training under Qui Gon was going much smoother than she thought it would. She was strong in the Force, but not as much as a Jedi Concelor would be. Ever since Qui Gon had materialized his Lightsaber for her to train with, she excelled in Saber combat. This was a sign that she was destined to become a Jedi Guardian; a warrior amongst the Jedi.

Even though he knew this, Qui Gon took note that his Padawan seemed to be having trouble using his Lightsaber to practice the Saber Forms.

 ** _"Quite understandable, as her hands are not big enough to grasp it properly."_** Qui Gon thought to himself.

But it was apparent that both Tennyson's had inherited the same trait. Their stubborn determination. She wasn't going to give up on learning this the old fashioned way. And not once has Gwen even touched the Omnitrix since she began her Jedi training.

Qui Gon gave a proud smile at this. His Padawan was willing to learn how to do things the old fashioned way, and did not wish to rely on shortcuts. Not like a certain Time Walker that Qui Gon knows about.

 _"Excellent work today, Gwendolyn. I believe we're done, for now."_ Qui Gon said.

"Yes, master." Gwen replied.

She extinguished her Lightsaber blade, and clipped it to her belt. She now wore the standard Jedi robes complete with a hooded cloak to hide the majority of her face. Her clothing included a khaki colored version of a samurai shirt, khaki pants, a brown utility belt where her Lightsaber was clipped, and a pair of brown shoes.

Gwen has actually embraced the Jedi ways and is more than content in following them. But the rule of attachments was the one part of the Code that Qui Gon had told her not to follow. But she didn't know why she was told not to follow that particular rule.

" _Oh well, I'll ask about that later. Right now, I've gotta get home before those vultures ambush me again."_ Gwen thought to herself, referring to the reporters.

* * *

 _ *****Back with Ben*****_

* * *

Ben had just completed his training for the day, and was now on his way "home" to rest and meditate. He really wasn't looking forward to it. Sandra and Carl have been making it very hard for him to get any meditation done lately, as they were still acting like they really cared about him. But he saw through their act. He knows that they don't really love him.

It's always all about Gwen with all of them, and they knew it. And if they think that acting like they actually care about him will get them on his good side, they've got another thing coming!

Ben had also decided to change his wardrobe. On his way back, he stopped by a local clothing store, and bought a new outfit.

He now wears a skin tight black muscle shirt with no sleeves, a pair of baggy black cargo pants, steel grey combat boots, a steel grey utility belt with his Lightsaber clipped to it, and a pair of steel grey fingerless gloves. Ben thought that if he was going to be a Sith, he might as well look the part.

Finally, Ben got back to his supposed "home" after a long walk. He had been stopped by Cash and JP, who wanted to "take him down a peg, only to get brutally beaten for their attempts. But Ben didn't walk away from that experience unscathed. He now sported a black eye and a bruise on the left side of his face from a couple of lucky shots.

No sooner than when he opened the front door, did Sandra notice the state he was in.

"OH MY GOD, BEN! WHAT HAPPENED TO YOU?!" she screamed.

"Nothing of importance." Ben replied through gritted teeth.

"Not important? You, my son, come home bruised and battered, and you tell me it's not important?" Sandra asked incredulously as she pressed an ice pack to Ben's eye.

Our young Sith's temper flared drastically from that little comment.

"Since when was I EVER your son?!" Ben growled.

"Ben, don't talk to your mother like that!" Carl ordered as he walked into the living room.

He would've said more, but both Carl and his wife soon found themselves gasping for air as they floated up and were thrown back against the wall. They clawed at their throats, attempting to remove the source of the pressure, but saw that Ben had his arm outstretched with his hand in a gripping form. His face was a look of pure hatred.

"You dare try to order me around… as if you were my parents?" Ben asked in rage. " **YOU WERE NEVER MY PARENTS!"**

Using his free hand, Ben shot a torrent of Force Lightning at a shelf that contained all of the old photo albums that had pictures of his "family" in them. An action that shocked, as well as scared Carl and Sandra.

"Ben… *GASP* What… are you… doing?!" Carl asked, struggling to breathe.

"Showing you that it's too late for either of you to try and be my parents!" Ben replied.

He shot another stream of Force Lightning at a wall, destroying every photo of Gwen, his parents, and his grandparents there was.

"Please… stop…! We can…" Sandra was cut off by the invisible grip around her neck tighten.

"You can what, Sandra? Make it up to me? Be my parents again? MAKE ME YOUR SON AGAIN?! **YOU FORFEITED YOUR RIGHTS TO CALL ME YOUR CHILD THE MOMENT YOU CHOSE GWEN OVER ME!"** Ben yelled, throwing them across the room.

They crashed into a bookshelf, breaking it and no doubt bruising their backs. Carl and Sandra began to take big gulps of air as Ben released his hold on their throats. But he still had much, much more to say.

" **You both gave up the right to be my family six years ago when my "cousin" found that stupid watch! Ever since then, it's been all about that spoiled brat! You chose her over me, and left me alone to fend for myself!"**

By now, tears of anger and hurt were streaming down Ben's eyes. He didn't even bother to try and hold them in, as he continued to spill his heart out to them.

" **But you know what hurts the most? I gave you plenty of chances… thought you could change… that things would go back to what they once were! But you blew every chance I gave you. I HATE YOU! I HATE YOU BOTH!"**

Those words cut deeper into the hearts of the two elder Tennyson's worse than any knife ever could. Having said his piece, Ben stormed out of the damaged house, not even bothering to close the door on his way out. After he left, Sandra noticed something sticking out of the rubble.

She crawled over, and carefully removed it from the charred remains of the case, and saw what it was. It was the only picture that had Sandra, Carl, and Ben together as a family. It was taken only a few hours after Ben was born, and the swaddled youngling was held lovingly in his mother's arms. Both parents were beaming in pride at the birth of their child.

Sandra's eyes teared up even worse than before as she began to sob uncontrollably. A few of her tears fell onto the picture, as she clutched it in a vice.

" _What have we done?!"_ Sandra thought to herself.

This was the day that a family was broken in half… possibly forever. And the darkness began to grow even stronger.

* * *

 _ *****To Be Continued…*****_


	5. Chapter 5

_*****I still don't own Star Wars, or Ben 10!*****_

* * *

 _ **History Lesson from an Anodite**_

* * *

 _ **Gwen's POV.**_

* * *

This is the first time I've chosen to use the Omnitrix in awhile. Why? Because I just got word that my aunt and uncle were in the hospital, THAT'S WHY!

Grandpa Max had just informed me about an attack on uncle Carl and aunt Sandra, so I turned into Fasttrack and was now running as fast as I could to the hospital. The attack was a bizarre one, from what Rook told me. According to the report, there wasn't a lot of physical damage done to my aunt and uncle, but a lot of destruction had been caused to their property.

But what I don't understand is why nothing was taken. Normally, someone who does something like this takes all valuables afterwards. This is a very unusual case. But right now, I just hope that Ben is okay.

Thankfully, I arrived at the hospital sooner than I expected. But, I guess running on pure adrenaline does that to people. Once I changed back, I ran inside and up to the receptionist desk.

"Please… I'm looking for Carl and Sandra Tennyson. Which room are they in?" I asked desperately.

Fortunately, the receptionist seemed like one of those that takes their job seriously. For which I am extremely grateful.

"Ah, here they are. Second floor, room 204b." she said.

I nodded in thanks, and headed for the elevator. It didn't take that long for me to get to the right room, and I can see that I'm not the only one who came to visit. Grandpa Max, Grandma Verdona, mom, dad, Rook, Kevin, even Hobble showed up.

"How are they?" I asked, fearing the worst.

"Well, physically, they will both make a full recovery. Emotionally? I am not certain. Your aunt seems to have gotten the full brunt of your cousin's verbal assault, and has not even begun to recover yet. But that is merely what the doctor told us." Rook explained.

"Whoa, whoa, whoa, whoa, wait a minute. Did you just say that Ben is the reason uncle Carl and aunt Sandra are here?" I asked in disbelief.

While the others just nodded their heads grimly, Kevin gave me all of the details.

"Yeah. We didn't want to believe it either, but the evidence against him is too great. He lashed out in a fit of rage, and started destroying everything with black lightning that shot out of his hands!"

I took a step back, trying to deny what had just been told to me. This just isn't possible! I mean, sure, Ben doesn't really get along with anyone anymore, but he'd never do something like that to anyone! Not even his parents! There has to be another reason for this!

" _Maybe it was some sort of shapeshifting alien with electrical powers. Or-or maybe it was another one of Vilgax's androids."_

"Gwen? Are you okay, sweetie?" Grandpa asked.

I just took a step back, before turning tail and running out of the hospital. I needed time to train and collect my thoughts.

* * *

 _ **General POV.**_

* * *

"GWEN!"

"Let her go, Rook." Max ordered. "She needs time to accept that her cousin isn't who he once was."

"I've heard about something like this before." Verdona said.

Everyone else looked at her, waiting for her to speak. The elderly Anodite took a breath to collect her thoughts, and began to tell a story to the others.

"Many years ago, there existed a group of individuals who wielded swords made from pure light energy, and were able to utilize a mystical energy known as the Force. They were guardians, peacekeepers, and preventers of war. They believed that all life was precious, and would travel to faraway planets to ensure that the inhabitants remained at peace. These people were known as the Jedi." Verdona explained.

"Man, these Jedi sound like pretty tough folks." Kevin said in astonishment. "But if Ben's a Jedi, why did he attack his parents?"

Verdona shook her head, knowing that this particular story will not have a happy ending.

"Ben is not a Jedi." Verdona replied. "Or, at least, not the kind that I told you about."

This detail caught even Sandra's attention. If Ben isn't a Jedi… what is he?

"You see, the Jedi turned to the Light Side of the Force for guidance in life. But for every force of the light, there is an entity of darkness. There were also warriors that were similar to Jedi, but had completely different ideals. Their red blades cut through all that got in their way of galactic conquest, and their Force Lightning was one of their deadliest and most effective methods of interrogation. Their sickly yellow eyes looked like they bored right through your soul! ...The Sith was their name."

"I don't think I want anyone to be a Sith." Frank said, fear lacing his voice.

"But what I want to know is, what happened to the Jedi and the Sith?" Natalie asked.

"Unfortunately, I don't know what happened, but I do know that they all but died out years ago." Verdona replied. "And it looks as though the Sith have begun to rise again in Ben. The Dark Side has infected my grandson's heart because of our negligence!"

"Yes, and if Ben has become a Sith… it means that Gwen could be training to be a Jedi!" Max said in realization.

This definitely worried everyone, not because Ben is a Sith, but because of what could happen in the future. Will they ever have to fight? And if push comes to shove… will Gwen have the resolve needed to kill Ben?

* * *

 _ *****To Be Continued…*****_


	6. Chapter 6

_*****I still don't own Star Wars, or Ben 10!*****_

* * *

 _ **Lightsaber Construction**_

* * *

Ever since blowing up at his parents, Ben has been living in the cave where he trains with Darth Talon. He knew that he couldn't go back; not with those pesky Plumbers running around. So he's been living in the cave, coming out only to find food and water.

It was easier said than done in a desert. Fortunately, Ben was able to find edible cactus, which are also full of water. But he knew he'd need to find a suitable source of fresh water and food, or he was gonna be in big trouble.

So far, he'd been able to sneak into grocery stores in Bellwood at night after disabling the security cameras, and stole food and water from there. But the store security has since upped its game, so Ben has had to resort to hunting and gathering. So far, it wasn't going well. One of the major downsides of living in a desert.

Currently, he was walking through a cluster of dunes with a spear in hand. He had to find something that was edible, and a supply of fresh water. Those supplies he had were running dangerously low.

"Damn it, this desert has no means of providing food for ANYTHING!" Ben griped to himself.

He kept walking for awhile longer, and wiped the sweat from his brow. He was quickly dehydrating, and needed to find a source of shade A.S.A.P., or he was gonna become a living raisin.

That's when he felt a presence that he was all too familiar with. It was a Force Signature from the Dark Side! Three of them! They were faint, but still strong enough to be tracked. And track them down, our young Acolyte did.

" _With the plans that I'm coming up with, I'll need all the help I can get."_ Ben thought to himself.

He knew that Gwen was somehow being trained to be a Jedi. He could tell from her choice of clothing and her overall demeanor. The only question he had was how this was possible. To Ben's knowledge, the only surviving Jedi were Luke Skywalker and that Rey person. But those two went missing years ago.

 _"Try not to think about it too much, my apprentice."_ Talon said through their mental link.

"Sorry, master. I just don't understand how Gwen could possibly be receiving Jedi training when there are no Jedi." Ben replied. "It shouldn't be possible."

 _"True. But you mustn't allow your worry to cloud your mind. It will lead to poor judgment, and will be the cause of your own defeat."_ Talon said in understanding. _"Go now. You must find the source of those Force Signatures, and free the owners. Once you return, be ready to return Lord Vader's Lightsaber."_

That said; Talon cut the connection and left Ben alone with his thoughts. What did she mean by "return Lord Vader's Lightsaber"? Surely, his training with the blade is incomplete, right? Then again, the Force has been known to work in very strange ways. Best not to question it. He had to find the source of those Force Signatures, before someone, or something, else does!

Using his advanced Force sensing abilities, Ben saw the same red mist that led him to Darth Talon leading him somewhere else. It was coming from… Undertown?

" _Why is it there, of all places?"_ Ben mentally asked himself.

He knew that people were bound to recognize him, so he'd need to get himself something that would adequately hide the majority of his face from view. That's when he was struck by inspiration, and a metaphorical lightbulb appeared over his head.

"THAT'S IT!" Ben cried, snapping his fingers.

He'd just have to get a hooded cloak to conceal his face from others, thus hiding his identity! He could also add a face mask to cover the lower half of his face, and further obscure his identity.

"And I know just where to find a cloak." Ben thought aloud to himself.

* * *

 _ *****With Gwen*****_

* * *

Gwen sat in a lotus position in the old library, having turned to the Force for guidance on this matter. The words of her friends and family continued to ring in her head. She refused to believe that Ben would ever attack his parents, even if he is a Sith! As she continued to allow the calming waves of the Force to flow through her, she began to ponder some things.

" _Why would the others give up on Ben just because of a misunderstanding? I mean, sure, he's becoming a Sith, but that doesn't mean he can't be brought back to the light!"_ Gwen thought to herself.

That's when she felt a second presence in the Force. It wasn't Qui Gon's, but it was certainly powerful. Far more so than anything she'd ever felt before.

 _"Young one, for what reason, seek power do you?"_ asked a voice.

It sounded like a man who was old, and wise beyond comprehension. Although, his way of speaking threw our young Jedi Padawan for a brief moment. She immediately sprung to her feet, and got on the defensive.

"Who's there? Show yourself!" Gwen demanded.

There was no response at first, but Gwen knew better. She could sense this incredible power in the Force, and it was stronger than even the likes of the Daigon. The response she got was a friendly chuckle.

 _"To be so defensive, you need not be. Merely want to know why you desire power, I do."_

"I only want power so that I can protect those who are precious to me. And so that I can save my cousin from the dark path that he walks." Gwen replied. "I can sense it. There's still light in his heart! It may be buried deep within the darkness that has infected his mind, but I know that he can still be saved!"

 _"Oh? And if he refuses?"_

"Leave that to me." Gwen replied.

Whoever the voice belonged to, he seemed to think about what Gwen had said to him. He could indeed sense that a small amount of light was fighting the darkness in Ben's heart, but it was fading fast. And yet, Gwen was still willing to do whatever it takes to save her cousin from the destructive grip of the Dark Side.

Gwen could feel whoever was speaking to her smiling as a bright pink light began to glow above her. The voice spoke again as something small, and filled to the brim with power, gently fell into her open hands.

 _"The correct answer, that is. Belongs to you now, that Khyber Crystal does. Build your Lightsaber with it, you will. Bring greatness to the Order, I know you will."_

And with those final words, the voice vanished deep into the Force.

Gwen was grinning like a maniac from this. She likes using Qui Gon's Lightsaber just fine, but being able to build one of her own was an opportunity she just couldn't pass up! She pulled up her hood, and began to make her way towards Plumber's Base.

" _I'm sure they won't mind if I borrow some of their technology to build my Lightsaber."_ Gwen thought to herself. " _Master must have known that this day was going to come sooner, rather than later. He's already given me a few key parts to work with. Modulation Circuits, a Matrix, and even a Power Cell that he scavenged from an old Imperial Astromech Droid."_

So, with everything planned out, Gwen began to make her way towards the base. She knew exactly what she wanted to build, and how it would work.

* * *

 _ *****Three Months Later*****_

* * *

Max, Verdona, Rook, Kevin, Blukic, Driba, and even Azmuth, were currently waiting for Gwen in the main conference room of Plumber's Base. Thanks to Verdona, they were able to meet Qui Gon's spirit, and were brought up to speed on the current situation. Needless to say, Azmuth and those who didn't know about Jedi and Sith were substantially surprised.

Gwen had returned Qui Gon's Lightsaber when she began constructing her weapon, and has been working on it ever since. Although Kevin was beginning to grow inpatient.

"She's been working on that thing for months!" Kevin complained. "What kind of Lightsaber could she possibly build with a bunch of random parts?"

"Well, Blukic and I had some spare parts lying around from when we built that teleporter. We gave her those to help her out." Driba said.

"No, we didn't." Blukic argued.

"Yes, we did!" Driba argued back.

"NO, WE DIDN'T!" Blukic shouted.

"YES, WE DID, AND I WILL NOT HEAR ANOTHER WORD!" Driba declared with finality in his voice.

Rather than argue any further, Blukic settled for grumbling in defeat. Though, their arguing did unsettle Qui Gon just a bit.

"Very curious. Do those two always act like that?" Qui Gon asked.

"Every single day." Max replied.

"Well, back to the subject at hand, I did have a few spare internal parts for my Proto Tool that I gave to Gwen. Mostly armor for greater defense for her Lightsaber's hilt." Rook added.

"And I gave her some additional Galvan tech. She was pretty specific about what she was looking for." Azmuth said.

Finally, the door opened and Gwen walked into the room with her Lightsaber in hand. Azmuth smiled at Gwen's impressive piece of technology, while Qui Gon got up and walked over to his Padawan. Everyone else just stared at the weapon in a stunned silence.

"I thought I'd let you check it out first." Gwen said.

Qui Gon took the weapon from Gwen, and began to inspect it. Apparently, she had chosen to build a Saber Staff instead of a single bladed Lightsaber. The hilt was about as long as two Lightsabers put together, and at the ends were three small blades that were more for decoration or a sneak attack. The hilt itself was colored light blue with markings that looked like the circuitry on a Galvanic Mechamorph. These markings were glowing pink due to the energy of the Khyber Crystal within the hilt's mechanism.

Overall? It was a remarkable piece of machinery the likes of which Qui Gon has never seen before.

"Well, it's… different." Qui Gon said, laughing a bit. "But that seems about right for you."

He gave it back to Gwen, and uttered three simple words.

"Go for it."

Nodding with a grin, Gwen held the hilt horizontally in front of her, and ignited the blades. As she did, she recited the ancient oath the Jedi spoke when building their weapons.

"The crystal is the heart of the blade,"

"The heart is the crystal of the Jedi,"

"The Jedi is the crystal of the Force,"

"The Force is the blade of the heart,"

"All are intertwined,"

"The crystal, the blade, the Jedi,"

"We are one."

Twin blades of bright pink plasma erupted from the ends of the hilt, bringing the Saber Staff to its full length. She gave it a few experimental twirls and swings to test the weight and balance.

Seeing no problems with her weapon, she extinguished the blades, and clipped the hilt to her belt. Now if she could only figure out where Ben has been hiding out these past three months, and what has transpired since then.

* * *

 _ *****To Be Continued…*****_


	7. Chapter 7

_*****Poll on whether Gwen should live or die in this story has been posted! Be sure to cast your votes!*****_

 _ *****Still don't own Ben 10, or Star Wars! Really wish I did, though. Then the extended universe would be included in The Force Awakens.*****_

* * *

 _ **New Sith Warriors and a Sith's Weapon**_

* * *

Undertown. It's a hidden city underneath Bellwood where alien immigrants are free to live in peace and make their living. Be it running a bar, selling weapons, or selling octopus tentacles on a stick. I recommend avoiding those things.

And currently walking through the shadier part of Undertown was a figure in a black hooded cloak. Now, for reasons unknown to the inhabitants, they all decided to give this guy a lot of room. They could just sense that he was ready and willing to kill anyone who got on his bad side.

" _The people of Undertown are much wiser than the people of Bellwood. Perhaps I can recruit some of them at a later time…"_ Ben thought to himself.

He continued to follow the red mist of the Dark Side, knowing that only he and another Force Sensitive individual would be able to see it. But that didn't stop him from remaining alert. He knew that Gwen had made many enemies during her time as a hero, and he knew that some of the weaker ones had chosen to become crime bosses operating from Undertown.

He knew of Vilgax's lackey, Psyphon, who ran a weapons smuggling business. Fortunately, that Jaws reject didn't see Ben as a threat, and would leave him alone for the time being.

Using his Force Sense, Ben continued to track the source of those Dark Side energies. He had a few theories as to what they were. Fallen Jedi, potential Sith Lords, even a few surviving Sith Acolytes. Hey, it is possible. But as he was walking, Ben noticed that he was in the abandoned section of Undertown. This place was evacuated due to high amounts of dark energy killing off many of its inhabitants.

He stretched his senses out further, and found where the energy was coming from. It was in an abandoned warehouse. It felt like three energy levels clustered together within the confines of that old thing. Ben smirked to himself.

" _Hellooo Sith!"_

He walked into the storage area, already feeling the Dark Side of the Force growing stronger, and stronger with each step he took. Whoever… or whatever is in this place, it definitely has a strong connection to the Dark Side. Ben soon found himself in a room where weapons and such were manufactured, and gasped at what he saw.

It was three women all encased in red crystal, just like his master was. But these women were far from ordinary. One of them was a humanoid species that Ben recognized from Talon's teachings as a Dathomirian.

She looked to be about Ben's age and has pure white skin, purple tattoos, a short, brown mohawk that is swept to her left side, and light grey colored lips. She was wearing a skintight, black tube top, black biker shorts under a black skirt that went to just above her ankles, and black shoes. Clipped to a brown utility belt was a weapon that Ben recognized as a Lightsaber.

The next girl was also a humanoid alien, only she was a species known as a Togruta. She looked to be about the same age as Ben, with short blue and white striped lekku and montrals, dark orange skin, brownish-grey colored lips, and white markings on her face. Her facial markings included a pair of zigzags going down her forehead before tapering off and gaining the appearance of eyebrows. Next to the zigzags was a white diamond shaped mark above each eye, and an oddly shaped mark on each cheek.

Her outfit was a burgundy colored dress with a diamond shaped hole in the top and her back exposed, along with a pair of skintight pants that had decorative, diamond shaped holes running up the side of each leg, and an Akul tooth headdress attached to her montrals. She also wore a pair of burgundy colored gloves, gauntlets, three armbands on each arm, and a pair of burgundy colored boots. Clipped to a yellow colored utility belt was both a Lightsaber and a Shoto.

The third woman was also a Togruta, only she was a full grown woman with longer, fully matured lekku and montrals. She also has grey lips, but her skin was more of a red color. Her facial markings were also quite different. Instead of eyebrow markings, her eyes were covered in large, white ovals that resembled eye-shadow.

Her outfit consisted of a brown Jedi robe, a dark brown dress that went all the way down to cover her feet, and a black colored utility belt. She also wore an Akul tooth headdress, only it was slightly different from the first Togruta. Like the other two girls, she too has a Lightsaber clipped to her belt.

But this puzzled Ben. Not because these girls are aliens, but because they're supposed to be Jedi. So how could they be alive? Let alone encased in Sith crystal. But perhaps the Force can grant him the answers he seeks.

He got onto his knees, and began to meditate on the Dark Side of the Force. Slowly, but surely, he began to enter the most recent memories of these three girls. Starting with learning their names.

" _Asajj Ventress… Shaak Ti… and Ahsoka Tano…"_

After learning their names, Ben began to probe their minds to find out what led them to embrace the Dark Side. He started with the grown up Togruta; Shaak Ti. What he saw was startling, to say the least.

* * *

 _ *****Memory Begin*****_

* * *

 _ **Shaak Ti's POV.**_

* * *

Ahhh, another lovely spring day in the Jedi Temple. The sun is shining, the birds are singing, the flowers are blooming after a long, cold winter, and I have decided to spend the day with a certain Jedi Knight and his Padawan.

...No, I don't mean like a date. Besides, I can already sense that Anakin has his eyes set on another. The senator of Naboo; Padmé Amidala, I believe. I silently laughed to myself. How those all of the other Jedi were so blind to such an obvious romantic relationship is beyond me. I mean, those two don't exactly do a very good job at hiding their feelings for each other.

I can literally smell the love between the two of them when they meet. But, I'll think about that later. Right now, I need to hurry up and meet up with Anakin and Ahsoka. So, I began to jog through the halls of the Jedi Temple, and ran right into Anakin as I rounded a corner. Literally.

"AGH! Who the… oh, it's you, master Ti. Sorry about that." Anakin apologized.

"It's no trouble, Anakin." I replied, dusting myself off. "Now then, are you and Ahsoka ready?"

"Yeah. We just need to go and pick up senator Amidala. I invited her to join us for the day, and she accepted." Anakin explained.

I nodded, a knowing smile making its way to my face. I already knew about his relationship with Padmé, and had a feeling in my gut that Anakin would invite her along. And yet, at the same time, I feel strangely empty inside. But why is that? Surely I'm not jealous of Anakin being in a relationship. Am I?

"Skyguy, Shaak, can we get going now? We're going to be late!" Ahsoka said impatiently.

I laughed at this. Ahsoka has always been a real spitfire, I must admit. But then again, that's why she was given to Anakin as a Padawan. The two of them were very much alike. So much so, that one could mistake them for being father and daughter, if not for the fact that one of them is a Togruta.

But with these new feelings I'm experiencing, I'm not certain that I should go out right now. But I don't want to disappoint Anakin and Ahsoka.

"Why don't you two go on ahead? I'll catch up." I suggested.

"Are you sure?" Anakin asked. "Because we can wait for you."

"No, it's quite alright. You go on ahead, and I'll catch up as soon as I'm done here." I replied.

Seeing that he wasn't gonna win this match, Anakin just sighed and walked away. He, as well as every other Jedi, knows that I am quite stubborn when I want to be. That was a part of my Togruta heritage that I rarely embraced, but I decided to do so today. I have much on my mind right now, and need time to meditate.

* * *

 _ *****Memory Stop*****_

* * *

 _ **Third Person POV.**_

* * *

" _GET OUT OF MY HEAD! "_

Ben soon found himself forced out of Shaak Ti's mind, recoiling back from her fear. It astounded Ben just how much fear was within the heart of Shaak. Whatever the rest of that memory was about, it must be a real doozy. And it seems like her mental screech was enough to reawaken her power, and bust her out of her crystalline prison. Along with Ahsoka and Ventress.

The three landed on the ground on their hands and knees, taking big gulps of air as they started breathing for the first time in what must've been years. All three of them opened their eyes, revealing them to be a lighter shade of yellow than Ben's.

Shaak and Ahsoka growled at Ben, baring their fangs to try and look intimidating, but they knew they were at a disadvantage. They haven't moved in a very long time, and would be at the mercy of this boy. Even Ventress' legs were shaking as she tried to stand. And weakness is something that no Sith ever wants to feel. Especially around a stronger Sith.

But something was off about this male. He was incredibly strong in the Dark Side, that much is certain, but he wasn't directing any malice at them. In fact, it almost looked like an emotion that the three of them had forgotten about many years ago; Compassion. But why would he show them compassion?

"Your eyes… they're almost exactly like mine." Ben said sadly.

The three female's eyes widened at this. Taking a closer look at his eyes, they could see deep sadness, anger, and hurt permeating his soul. Even greater than their own.

" _His eyes… what did he go through to change this drastically?"_ Ahsoka thought to herself.

" _He's just like us… but with so much more suffering in his heart. Why?"_ Ventress mentally asked herself.

" _So much sadness, and yet he still fights on. Just how strong are you, really?"_ Shaak mentally asked herself.

The three of them suddenly tensed up as they saw this boy raise a hand towards them. But instead of feeling any pain, they could feel him using the Force to heal their injuries and restore their energy. When it stopped, the three Sith girls stood up and looked at our young Acolyte in confusion.

"I need to bring you back to my Master, Lady Talon. She will be able to complete your Sith Training. My name's Ben, by the way."

As he got ready to leave the warehouse with Shaak Ti, Ahsoka, and Ventress, he suddenly realized something. Talon said that he needed to be ready to return Darth Vader's Lightsaber, so he must need to build his own. And the Force has provided him with the materials to do so. He now had a crystal, and there were plenty of spare parts lying around to use for the hilt.

Not wasting any time, Ben grabbed five Khyber Crystals and started scavenging for the appropriate parts he needed to build his Lightsaber.

* * *

 _ *****One Month Later*****_

* * *

Back in the cave of the Sith, Talon and the others were waiting on Ben to finish up with building his Lightsaber. He'd already returned Darth Vader's Lightsaber to him, and was now strong enough in the Dark Side to free Talon from her prison. He hasn't done so yet, knowing that after tomorrow, they'd need to make tracks for the Sith homeworld of Korriban. He would free her then, so that she would have more time to regain her strength.

What he didn't know was that Talon was now strong enough to free herself if she wanted to, but was using this as a final test of his power. A true test that was befitting of an aspiring Inquisitor, and a way to prove that he was worthy of being a Sith Lord.

But they didn't understand why it was taking this long for Ben to build his Lightsaber. He could've just used the Force to do so, but decided to make it by hand, instead. And Ahsoka was beginning to get very impatient with her fellow Sith.

"Ugh, what's taking him so long?" Ahsoka asked irritably.

"Patience, Ahsoka. You forget that the parts he's using aren't exactly the best quality around." Ventress reminded. "Besides, I had a few spare parts that I collected over my years. Modulation Circuits, a Matrix, Lady Talon even donated a Power Cell."

"I gave him leather wrapping. Though, I fail to see how that can be used with a Lightsaber." Shaak added.

Finally, Ben emerged from the deepest part of the cave with his Lightsaber in hand. It was unlike anything any of them had ever seen before. Even Talon was impressed by its design. She could see it perfectly through her Force vision.

The hilt was modeled after a Japanese Katana blade. It was brown in color with black leather wrappings criss crossing in a diamond formation to allow better grip. The guard at the top where the Blade would come out was designed to look like a Yin Yang symbol.

Ben ignited the Blade, revealing it to be blood red in color with orangish yellow ripling patterns going through the blade, showing that it was an unstable Lightsaber blade. Even the blade looked like it belonged on a Katana.

"With this weapon, I will strike down the Jedi and all of their allies!" Ben declared. "For Tomorrow… we strike!"

* * *

 _ *****To Be Continued…*****_


	8. Chapter 8

_*****I still don't own Ben 10 or Star Wars!*****_

* * *

 _ **Attack on Bellwood: Death of the Plumbers!**_

* * *

 _ **Ben's POV.**_

* * *

It was pretty late out tonight. While everyone else was asleep, I was busy finishing up a little project of mine. After doing a bit of scavenging in the desert, I found a crashed imperial shuttle, and have been working to get it ready to fly us to Korriban. I know for a fact that I am strong enough to free my master, but I just can't bring myself to.

I don't know why, but I get this feeling in my chest that makes me want to protect her. To shield her from the horrors of the war that I am about to wage.

Call me a softie for thinking such things, but that's just how I feel. I would do anything to keep Talon from dying out there. Anything at all. That's when I realized something.

Talon had yet to tell me the final thing she wanted from me in exchange for her teaching me to be a Sith. Though, I get the feeling that it's going to be something that won't really be so bad. If anything, the Force keeps telling me that it'll be one of the five best things to ever happen to me. Not sure why, though.

I was just finishing up the internal systems of the ship, and knew that this was going to be a tough fight. Surely, the Plumbers will be expecting my attack and will have set up defenses around Bellwood. Thinking about this caused an evil grin to appear on my face.

Let them defend. The struggle that one's prey puts up before death is half the fun! And I just know that my Lightsaber thirsts for blood.

" _Worry not, my beautiful sword."_ I thought to myself, holding my blade. " _Tomorrow, we will satiate your thirst and bathe you in the blood of the fools who inhabit that town!"_

Knowing that I was going to need my rest for tomorrow, I stopped what I was doing, and closed the compartment to the ship's mainframe. She's ready to fly at a moment's notice, so everything was fine. As I walked over to my corner of the cave to sleep, I heard something.

"Master…"

I turned to see Ahsoka shuddering in her sleep. But whether that was from the cold or from a nightmare, I don't know. I decided not to dwell on that, and to just get some sleep.

"Master… why did you have to die?" Ahsoka mumbled in her sleep.

I finally realized that the younger Togruta was reliving a memory. One that was driving her to tears. Not wanting her to be so sad, I sent out calming waves of the Force to Ahsoka. It seemed to help, as she calmed down and sighed as the memory went away for now. As I laid down and drifted off, I realized that me and these girls may not be as different as we thought.

Just as I was about to fall asleep, I felt something - or should I say someone \- press against my back. I turned around to see that Ahsoka had subconsciously snuggled up to me for warmth. A heavy blush made its way to my face at such close contact with a beautiful girl, but eventually, sleep claimed me.

* * *

 _ *****Memory Start*****_

* * *

 _As soon as I opened my eyes, I found myself, not in a dream, but what appeared to be a memory. But what I couldn't figure out was why I was here, or where HERE even is. Although, I will admit, this place is far more technologically advanced than Earth._

" _What the…? Where am I?"_

 _I started to move further into this futuristic city, taking in the sights and trying to figure out where I was. The place was certainly astounding, but it could definitely do better with less smog in the air._

" _Wherever the heck I am, it certainly ain't Earth."_

 _Suddenly, I heard the familiar sound of Lightsaber blades clashing. I turned to a nearby alley, and saw a disturbing sight. It was Ahsoka. And she's fighting members of the Jedi High Council! I recognized a few members from my studies right off the bat._

 _There was the ever serious Ki-Adi-Mundi, the brown skinned bald master of Vaapad, Mace Windu, the little green gnome, Grandmaster Yoda, and even the Thispissiassian, Oppo Ranthesis. And lying dead on the ground were the Senator of Naboo, Padmé Amidala, Ahsoka's former master, Anakin Skywalker, and even Anakin's former master, Obi-Wan Kenobi._

 _Ahsoka was defending herself from the four more experienced Jedi, her primary saber and Shoto twirling about as she attacked the four Jedi in a fit of rage. She managed to cut down Oppo Ranthesis before jumping back to get her second wind._

" _ **YOU BASTARDS! YOU KILLED THEM ALL!"**_ _Ahsoka cried out in rage._

 _Now I understand why Ahsoka turned to the Dark Side. In her timeline, she and everyone she cared about were betrayed by the Jedi. So she killed them all in retaliation before being sent to my timeline. I can hardly believe this._

 _But just as she was about to lash out and destroy the remaining Jedi… everything went black as we awoke._

* * *

 _ *****Memory End (The Next Day)*****_

* * *

When I opened my eyes, I was greeted by the sight of Ahsoka looking like she'd seen better days. I made a silent vow from that moment in that I'd protect not only Talon, but Ahsoka and the others as well. But I have no time to think on this. I sent calming waves of the Force to Ahsoka to help her calm down, and got ready.

We have a town to destroy, and a Jedi to kill.

 _"Benjamin, kneel before me."_ my Master ordered.

Not wanting to keep her waiting, I walked over and did as I was told. I could feel a pull on my core, and saw something that I didn't expect to happen. Talon's prison was breaking! But how? And why? Could it be possible that Talon decided to free herself instead of waiting?

I had no extra time to ponder this as cracks began to form in Master Talon's crystalline prison. I could finally sense her true power, and it easily dwarfs my own, revealing to me that I still have much to learn. Finally, she opened her eyes and with a blast of Force energy, she broke free of the crystal that housed her for so long, landing gracefully on her feet.

As she looked down at me, I lowered my head, trying desperately to avert her gaze. This is supposed to be a show of respect for your master when you are Sith, and all Sith Lords and Sith Ladies are to be treated with respect.

"Rise, Benjamin. It is time you learned what my third condition for teaching you." Talon ordered.

I got to my feet, and was a bit surprised when Talon placed a hand on the side of my face, and gently made me look her in the eyes. Expecting to see emotions that Sith usually have in their eyes like hatred and fury, I was surprised to see a foreign emotion in her deep yellow eyes. One that my "family" has shown to Gwen for so many years.

It was… love…!

"What is it that you wish of me, Master?" I asked.

Talon just smiled and ran a hand through my hair. An action I was, surprisingly, willing to let her do.

"I have waited very long for this. For today is the day that you take up the title of Darth Nemesis… and the day that I claim you as my mate." Talon said.

That was the only warning I got before she slammed her lips against mine in a passionate kiss that left me, Shaak, Ahsoka, and Ventress buggy eyed. I don't need to use the Force to know that we were all thinking pretty much the same thing.

" _Sure as hell didn't see THIS coming!"_ I thought to myself.

" _Mother of FORCE!"_ Shaak thought in shock and jealousy.

" _Is this even legal?!"_ Ventress thought to herself, blushing a vivid scarlet.

" _Oh MY…!"_ Ahsoka thought to herself.

* * *

 _ *****Later that Day*****_

* * *

 _ **Third Person POV.**_

* * *

It was another peaceful day in Bellwood. People were screaming, running for their lives, military personnel were dying, Plumber agents were fighting back against something, and black colored Force Lightning was being shot all over the place, destroying all in the immediate vicinity. Yep! So peaceful.

... **NOT!**

Ben Tennyson and his three fellow Sith had begun their attack on Bellwood, and were destroying everything systematically. Their red blades danced and clashed as they were bathed in the blood of their victims. A few Plumbers arrived on the scene, and began to fire laser blasts at the Sith.

Too bad for them, Ben and the others simply deflected the blasts with their Lightsabers, sending most of them right back. Many of the redirected Blaster bolts hit the Plumbers in vital areas such as the throat, head, liver, lungs, heart, and even in their spleen.

 _ **(Waffle (Catscratch): "SPLEEN!")**_

Aye, you're correct my fine, feline friend. And those that weren't struck down by Lightsabers or Blaster bolts were killed via Force Lightning. Ben knew that he'd have to kill a few key enemies for his victory to be all the sweeter, so he extinguished his blade, and turned to the others.

"Shaak, you take Ventress and destroy Plumber's Base. Kill as many of those fools as you like, while you're at it." Ben ordered.

"It will be done, my lord." Shaak said with a bow.

The two ran off to complete their task while Ben turned to Ahsoka.

"Ahsoka, you have the most important job. I need you to go and gather up all of the Force Sensitive younglings that you can. Once we leave Earth, they will be trained to become our empire's newest Acolytes."

"I see… it shall be done. I'll meet you at the rendezvous point." Ahsoka replied. "May the Force be with you… Lord Nemesis."

With that, Ahsoka ran off in search of any Force Sensitive children to help their cause. As for Ben himself, he began to move further into Bellwood to scout out for those that were leading the resistance. He suddenly sensed danger through the Force, and acted on instinct. He extended his hand towards a small cluster of rocks, and caught Rook in the air with a Force Choke as the Revonnahgander tried to use his Proto Tool's Blade form to strike him down.

Rook clutched at the invisible hand around his neck as he struggled to breathe, dropping his weapon as he did. Using the power of the Force, Ben picked up the Proto Tool, and feigned examination.

"What a clever device. It must have over a million functions." Ben said in mock amazement. "But I'm not interested in any of them!"

With a smirk, Ben crushed the weapon that he considered a Lightsaber knockoff, allowing it to fall to the ground. He then loosened his grip on the Force Choke, and ignited his Lightsaber.

"Any last words before you die?" Ben asked.

"Why *GASP* are you… *GHACK* ...doing this?!" Rook managed to get out.

Ben simply gave a cruel chuckle as he shook his head.

"Rook, Rook, Rook. Poor, deluded Rook. I'm doing this…"

Rook gasped in pain as the blade of Ben's Lightsaber pierced through his chest.

"...For revenge!"

Ben extinguished his blade and released his hold on Rook through the Force, allowing the now lifeless Revonnahgander to fall to the ground in a crumpled heap. Sensing more enemies behind him, Ben turned and shot his Force Lightning at his assailants, revealing them to be Kevin, his "aunt" Natalie, and his "uncle" Frank.

And due to the potency of Ben's Force Lightning, they were dead before they had time to feel any pain. A merciful death from a Sith, if there ever was one.

" _Something I did NOT wish to happen to those fools."_ Ben bitterly thought to himself.

"BEN!"

Our young Sith turned around to see Gwen standing on a pile of rubble in her Jedi attire. Ben noted that she still has her Padawan braid, so they were on equal terms.

"Well, if it isn't the "hero of Bellwood", here to stop the bad guys." Ben said sarcastically. "And I see that you are well on your way to completing your Jedi training."

"What happened to you, Ben?" Gwen asked. "Has the Dark Side truly gotten such an iron grip on your soul that you'd do something like this? YOU'D KILL YOUR FRIENDS AND FAMILY? **YOU'D BETRAY THE ONES WHO LOVE YOU?!"**

In response to this, Ben just chuckled as he ignited his Lightsaber for a third time that day. He'd been waiting a long time for this moment. The moment he'd kill his imbecile of a cousin, and leave this wretched world.

* * *

 _ *****To Be Continued…*****_


	9. Chapter 9

_*****I still don't own Star Wars, or Ben 10!*****_

* * *

 _ **Light vs. Dark (Act I)**_

* * *

As Ben and Gwen activated their Lightsabers, they began to circle each other, both searching for openings in the other's guard. From her stance, Ben could tell that Gwen is a specialist for the form known as Ataru. The very same Saber Style that the old Grandmaster of the Jedi Order, Master Yoda, specialized in.

A breeze blew as the two Tennysons kept looking for a hole in their opponent's defenses. Finally, Gwen made the first move.

With a mighty leap and a war cry, Gwen ignited the twin blades of her Saber Staff and spun in the air as she descended upon Darth Nemesis. But our young Sith Lord was ready, and blocked her blade. The two were soon locked in a dance of striking blades as red clashed against pink. Ben thought about using Vaapad in this fight, but instead was using the Shii-Cho style for defensive purposes.

Each time he tried to slash at Gwen, she'd flip and spin, using her momentum to add more power to her strikes. She did this because she has less upper body strength than her cousin. But even then, she couldn't seem to get through his defenses. Especially when he continued to switch Saber Styles during the fight.

Their blades locked in a clash as the two cousins tried to overpower each other.

"Look around, Gwendolyn." Ben said, referring to the destroyed city. "This is the work of a true Sith! Inspirational, is it not?"

"Destroying a town and killing innocents in an act of terrorism takes no special talent, Ben. If that's the best you can do, I'm not impressed." Gwen replied.

Ben's eyes narrowed even further as a scowl made its way to his lips. He kicked Gwen in the stomach, sending her back a few feet, before slashing a large chunk of debris.

"No! Nothing I did was ever enough to impress you, or anyone else, Gwendolyn!" Ben said in anger.

Gwen merely dropped from her defensive stance, and extinguished the blades of her Saber Staff. An action that greatly confused the Tennyson Sith Lord. Doesn't she realize that Ben could easily cut her down where she stands?

From a distance, we can see Talon watching the whole fight with a sense of pride in her heart. She had taught her apprentice and future mate everything she could, and it was paying off as he fought against his Jedi cousin. She could feel herself growing concerned, though. Almost as if she knew that something bad was going to happen to Ben.

" _The Force is warning me about something. But what is it? What is going to happen to Ben?"_ Talon mentally asked herself.

She was broken from her thoughts when Gwendolyn began to speak again. Most likely, she was trying to get him to return to the Light Side using a simple speech that a Consular would think of. And quite a useless speech, it was.

"It doesn't have to be this way, Ben! Please, return to the light, and we'll find a way to cure you of the darkness that has poisoned your mind!" Gwen tried to reason.

But Ben was having none of it. With a roar of anger, he leapt at Gwen with his Lightsaber raised to strike. As he descended, Gwen reacted and ignited the blades of her Saber Staff just in time to block an attack that could have very well cut her in half.

" **LIES! The people of this wretched town were NEVER my people! These scum don't deserve to live!"** Ben yelled in anger.

"THEY DESERVE TO CHOOSE FOR THEMSELVES!" Gwen argued.

With as much strength as she could muster, Gwen Force Pushed her cousin back a good seven feet. He landed on his feet and skidded to a stop just before he could hit a cluster of steel beams. Ben snarled as he got ready to counter attack, but stopped abruptly as he felt a major pain in his groin.

...Yup, you guessed it. Gwen ended up kicking her cousin in the nuts in an attempt to stun him.

Talon winced in sympathy, knowing that getting hit there hurts no matter what gender you are. But at the same time, she was very mad at Gwen.

" _Why that no good, loathsome little…! Ben will need those if we are going to have children!"_ Talon thought in anger.

But as for Ben, the pain didn't last as long as Gwen thought it would. In fact, it only seemed to intensify his anger. He got into the stance of Makashi, growling in anger as he did.

"You, young Padawan, have just made a BIG mistake!" Ben said.

That was the only warning that Gwen received before her Sith Lord cousin rushed at her, intent on running her through with his Lightsaber. Her only thought as their blades clashed was…

" _CURSE ME, AND MY FEMALE REFLEXES!"_

* * *

 _ *****To Be Continued…*****_


	10. Chapter 10

_*****I still don't own Star Wars, or Ben 10!*****_

* * *

 _ **Light vs. Dark (Act II)**_

* * *

It was chaos at Plumber's Base! Every able bodied fighter was currently trying to stop Shaak and Ventress from killing everyone and destroying everything. But so far, they were having no luck in stopping the two Sith Ladies.

Shaak was striking down all that stood in her way using her Lightsaber. Its crimson blade danced about as it cut through every Plumber that tried to stand against her. And she was currently toying with a half human, half Tetramand hybrid known as Manny Armstrong. Try as he might to land a hit, the bulky, four armed alien was no match for the speed and grace of a Togruta.

"What's the matter, muscle head? Can't hit a moving target?" Shaak taunted.

"Ha! I'm just getting warmed up!" Manny gloated.

Though, confidentially, Manny was actually giving it all he's got in this fight. And it showed as he was quickly running out of breath. And Shaak knew exactly how to take advantage of such a situation. What can she say, her latent predator instincts were beginning to take full control.

She leapt over the Tetramand, ignited her now red Lightsaber, and in one move, she lopped off his arms right at the shoulders.

Manny screamed in pain as he felt his limbs severed at the base. But that pain didn't distract him as much as when Shaak Ti did something she hasn't done in a very, very long time.

SHE SANK HER FANGS INTO MANNY'S NECK!

The veins on his neck began to bulge unnaturally, and turned purple as Shaak injected him with the very potent venom in her fangs. Very few know of this, but according to Togrutan biology, a Togruta can actually choose whether or not to inject venom when biting down on something.

She released Manny from her jaw vice, and allowed him to fall to the ground; paralyzed and dieing a slow, agonizing death.

As for Ventress, she was busy trying to use the Force to see a certain Kineceleran hybrid that was literally running circles around her. Helen Wheels thought that this fight was going to be an easy one with her speed, but she thought wrong. The Dathomirian female was managing to trip up the reptilian girl at every turn, and was enjoying watching her struggles.

Helen had just ran at Ventress again, trying to land a fast attack on the girl. However, Ventress merely sidestepped the charge, and tripped Helen using the Force.

"How are you able to fight an opponent that you can't see!?" Helen asked.

"The power to move at hypersonic speeds is insignificant in comparison to the power of the Force." Ventress replied.

Ohhh, dissed by Vader's line! That's gonna hurt her pride! Helen narrowed her eyes at the Dathomirian for that remark. While she knew that Gwen was learning techniques from the Light Side of the Force, that didn't give this Dark Side bitch the right to mock her like that.

Wordlessly, Helen charged once again, fully intent on killing this Sith Lady. But Ventress was ready for her; and she planned to kill the Kineceleran as slowly and painfully as she could. Just as it seemed like Helen was about to land a hit, she screamed in pain and skidded across the floor.

Ventress had cut the Kineceleran's right hand clean off using her Lightsaber, and Helen was now holding the stump where her hand used to be. But Ventress wasn't done with the torture just yet. She reached out, and grabbed Helen in the air with a Force Choke, causing her to gasp for air. And our young Dathomirian Acolyte was going to enjoy this far more than she should.

"So, I hear talk that you are one of Lord Nemesis' many tormentors." Ventress said.

"Who… *GASP*... Is this… *GHAK*... Nemesis guy…?" Helen managed to ask.

"You should know him perfectly well, but I'll let you figure that out on your own. Right after I'm through with your slow and very painful death." Ventress replied cruelly.

She brought her Lightsaber out, and positioned it with the tip at Helen's abdomen. Thanks to Lady Talon, she along with Shaak and Ahsoka had witnessed all of Ben's memories. And they wanted these fools to feel every last ounce of pain that was coming to them.

* * *

 _ *****WARNING: THE FOLLOWING CONTENT IS NOT AGE APPROPRIATE FOR YOUNGER READERS! CONTAINS INSTANCES OF TORTURE, DEATH, BLOOD AND GORE! VIEWER DISCRETION IS ADVISED.*****_

* * *

"Now, how much pain will this cause you, Plumber?" Ventress mockingly asked as she stabbed Helen with her Lightsaber.

Helen gritted her teeth as tears began to form in her eyes, refusing to give this woman the sick pleasure of hearing her shrieks of pain. The blade was just deep enough to have broken through the wall of flesh protecting her organs. But it just got worse as the Dathomirian began to slowly carve her way up her torso.

The Kineceleran screwed her eyes shut and whimpered, but refused to scream. Refused to show any weakness. A trait that Ventress saw as an admirable one.

"You have a very strong will. Had you been Force Sensitive and not one of Lord Nemesis' enemies, you would have made a fine Sith. But in the end of the end, alas…"

That was the only warning Helen got before Ventress began to use the Force to pry open her chest cavity, revealing her internal organs such as her heart and lungs. The Dathomirian woman smirked cruelly as she reached into Helen's chest, and began to forcefully rip her intestines out of her. This time, Helen DID scream.

The pain was far too unbearable for her to deal with, and she screamed in bloody murder. She almost puked as she saw Ventress continue to rip her guts out, leaving only her vital organs in there. And yet Ventress still was far from finished.

Using her Lightsaber, she sliced off Helen's legs below the kneees, her tail, along with her remaining hand. The Kineceleran screeched in bloody murder, but her ordeal wasn't over. She kept screaming as Ventress began to shock the life out of her using Force Lightning.

"This is for everything you've ever done to wrong, Ben!" Ventress declared.

She increased the voltage of her attack, and finally ended Helen's life. But before the Kineceleran died, she heard Ventress say something else to her.

"Goodbye, Helen Wheels. May you be reincarnated as a true Sith."

And with that, Helen dropped to the ground… dead as dust.

* * *

 _ *****TORTURE SCENE OVER. NOW SAFE TO READ FOR YOUNGER VIEWERS TO READ.*****_

* * *

"Very well done, Ventress. At the rate you are going, you will undoubtedly attain the title of Darth very soon." Shaak praised.

"Thank you, Shaak. Now, let's set off the armory, and watch this place go up in a glorious bonfire!" Ventress declared.

The two Sith Acolytes made their way to two levers, and got ready to take what they wanted while destroying the place.

"Pull the lever, Shaak!" Ventress declared dramatically.

Shaak pulled a lever, but not the correct one. As proven when Ventress fell down a trap door.

" **WRONG LEVEEEEEERRR!"**

There was a splash as Ventress fell into what must've been an underground reservoir. Shaak sheepishly stroked her back lekku as she realized what happened.

"Oops." Shaak said sheepishly.

* * *

 _ *****To Be Continued…*****_


	11. Chapter 11

_*****I still don't own Star Wars, or Ben 10!*****_

* * *

 _ **Light vs. Dark (Act III)**_

* * *

Ahsoka Tano was following a strong power in the Force with great vigor. She knew that finding and recruiting a Force Sensitive with power like this would please Lord Nemesis greatly, so she followed the Force Signature to the best of her ability. After all, she'd been encased in crystal for who-knows-how-long, and her senses weren't as sharp as they used to be.

But she still managed to find her way to an old restaurant that went out of business recently. This confused the Togruta Sith apprentice.

"Why would the Force direct me to a place like this?" Ahsoka asked herself.

That's when her heightened sense of hearing picked up a sound that she knew too well from her past. A sound that she had familiarized herself with, and recognized to this very day.

An infant crying.

Ahsoka followed the sound until she came across a closed dumpster behind the restaurant. A bad feeling began to well up in the pit of the young Togruta's gut as she moved to remove the lid. And when she opened the dumpster, she looked inside and gasped in shock at what she saw.

It was a baby Togruta. Ahsoka could instantly tell that it was a boy just by looking at him. He looked to be about four months old, with metallic grey colored skin, and the tiniest set of montrals and lekku that Ahsoka had ever seen. His cries soon quieted down, and the baby Togruta opened his eyes to reveal that they were a beautiful chocolate brown color. As soon as the Youngling looked at Ahsoka, the look on his face changed from one of sorrow and loneliness to one of curiosity.

Ahsoka tilted her head, and the little Togruta boy copied her actions. Pretty soon, the Youngling started to reach for Ahsoka while gurgling cutely like only a baby can. Sensing that the child wanted to be picked up, she reached into the dumpster and picked up the little Togruta before cradling him in her arms.

"Hello, little one. Why were you in the trash?" Ahsoka asked. Though, she already had a good guess.

The baby just giggled cutely, and reached up to put his tiny hands on her face. An action that made Ahsoka smile in a motherly manner. It was clear to her now that the Force had blessed her with this child, and knew that Ben would be pleased. Not only does his new Sith Empire have a new member, but this child might almost be like a son to him.

She planted a loving kiss on the young boy's forehead as the baby yawned and snuggled into her arms.

"I guess I'm your new mommy now. Don't worry, little Azusa. I'll take care of you… I promise." Ahsoka whispered lovingly.

She decided that while she was still there, she would stock up on baby supplies. She moved on to the nearest baby supplies store, and would "persuade" the shop owner to give her a good deal.

* * *

 _ *****With Carl and Sandra*****_

* * *

The parents of our young protagonist, _**(or antagonist, depending on your point of view,)**_ , were still resting in the hospital. They both were making steady progress in their physical recovery, but the mental trauma was a different story entirely. All of those things that Ben had said to them had really struck home, and the mental and emotional damage was far more extensive than the physical damage. But Sandra was taking it far worse than Carl.

She just kept staring at that photo of her son from when he was a baby, a dead and regretful look in her eyes. She regretted ever having forgotten about her only child. And now, she just stared at that one photo in an almost lethargic state.

" _What have I done? What have I done?"_

This is the one question that Sandra would continue to ask herself every single day and night. It worried the medics because this refusal to heal was causing greater mental and emotional stress to the woman.

" _I can sense that you are quite distressed by recent developments involving your child."_

The two older Tennyson's looked up to see none-other-than Darth Talon standing in the middle of the room. However, she was semi translucent, showing that this was one of her Force Avatars.

"Who are you? How did you get in here?" Carl asked.

" _My name is Darth Talon. I am the one who taught your son the ways of the Force."_

Now this REALLY got the two other grown-up's attention. Especially Sandra's. The woman immediately got out of bed and charged at the Twi'lek Sith, ignoring the pain and weakness in her legs.

" **How dare you corrupt my baby boy with your dark power! YOU MONSTER!"** Sandra cried.

She tried to launch a right hook at the red skinned Twi'lek woman, only to nearly fall to the ground as she passed right through her. Talon shook her head at the Tennyson woman's actions, her lekku swaying gently as she did.

" _I had a feeling you might attempt such a stunt, so I sent a mental avatar made from Force energy to speak with you in my stead."_ Talon said.  " _I do not wish to fight. Merely, I have a message for you from my mate, Ben Tennyson."_

"Mate!?" Carl asked, taken by surprise.

Talon merely nodded at this.

" _Indeed. Your son is my chosen mate. My husband, lover, whatever it is you wish to call it. Now, onto the message,"_ said Talon.  " _Ben will return in three years time. He has big plans for the galaxy as a whole, and will not let anything get in his way!"_

With the message delivered, the Force Avatar of Darth Talon faded from view. The two elder Tennyson's were both in a stunned silence with only one major subject on their minds.

" _Our son is… married!?"_

Wow, even while their hometown is being destroyed, THAT'S their main concern?

* * *

 _ *****To Be Continued…*****_

* * *

 _ *****The finale to this fight is going to be next chapter, so please try to be patient until then. Thank you.*****_

* * *

 _ **List of Updates:**_

 _ **Padawan of the UnderWorld**_

 _ **Wrath of the Assimilated**_

 _ **Ben Tennyson's Five Nights at Frannie's**_

 _ **Star Wars: Duelist Kingdom Saga**_


	12. Chapter 12

_*****I still don't own any of this!*****_

 _ *****WARNING: THIS FIGHT SCENE CONTAINS ELEMENTS OF GOKU'S FIGHT WITH BEERUS FROM DRAGON BALL Z: BATTLE OF GODS! Just thought you'd like to know that.*****_

* * *

 _ **Light vs. Shadow (Finale)**_

* * *

Meanwhile, Ben and Gwen were still locked in a clash of their blades. Only this time, Ben was using Vaapad as much as Gwen was using Ataru. Pink continued to clash with red as the two Force Sensitives continued their assault.

The two collided in the middle, causing a wave of sparks as their blades locked. Gwen was grunting a bit as she tried to apply more power to the blade lock, but Ben was smirking. It was obvious that this wasn't even a challenge for him. And watching from afar, Talon could sense that her apprentice was actually beginning to get excited about a good fight.

"So, tell me, how does it feel becoming a Jedi?" Ben asked.

"It's incredible." Gwen replied.

"I see. It surprises you."

Ben withdrew his Lightsaber from the blade lock, and turned to a damaged building that was still relatively structurally sound.

"It's taking you time to fathom what you can do." Ben stated.

Using the Force to enhance his leg strength, he jumped to the rooftop in order to get a terrain advantage. But Gwen wasn't too far behind him. They were soon upon each other once again, slashing and stabbing at each other with their Lightsabers.

Slash, block, jab, parry, touché, neck shot, deflect, stab, parry again. It was almost like a dance between two great warriors of light and darkness. Gwen thrust her open palm at Ben, and managed to send him flying with a powerful Force Push. But our young Sith had managed to right himself in time to prevent taking damage from a nasty fall. Gwen landed in front of him while Ben relaxed his guard.

"Yes, good, now you're getting it!" Ben praised.

But Gwen wasn't amused. She just kept scowling and glaring at Ben. But there was a bit of disappointment in her eyes, not at her cousin, but at… herself?

"What's the matter?" Ben asked. "You seem disappointed."

"Honestly, yeah." Gwen replied.

"Why? Don't you like being a Jedi?"

"It's not the power, it's what it took to get it and what that means." Gwen explained.

"I don't think I follow you." Ben said with a raised eyebrow.

Gwen looked at the Saber Staff in her hands, and her frown seemed to deepen. Despite her Jedi training, she just couldn't help feeling as though something was wrong.

"It's a level of power I can't reach on my own." Gwen explained.

"And that limit disturbs you." Ben stated.

The red head Jedi Padawan nodded in affirmative before charging at her wayward cousin, who blocked and deflected each of her strikes. But now, they were moving much faster than before. Each clash resulted in shockwaves that rocked the area every single time.

Gwen roared as she tried to incapacitate Ben, but he managed to catch her in a blade lock.

"You say such interesting things, Gwendolyn. Aren't you happy to have had friend willing to help you BECOME A WARRIOR?" Ben asked, shouting in anger at the end.

He then kicked Gwen away, and she too began to get a little angry. Especially when her cousin brought up the deaths of her friends and part of their family.

"YEAH, OF COURSE I AM! But it's not my strength. I've spent my life training to be strong, and now I find out that there are power levels that I'll never reach on my own. And I hate that!" Gwen explained with a snarl.

Ben merely smirked, his golden colored eyes narrowing as he did so.

"If that's the truth, then why did you agree to become a Jedi?" Ben asked.

"Because at least this way, we have a chance to stop you." Gwen replied.

"You hero types seem to be addicted to pointless battles." Ben said.

"I get that a lot." Gwen snarled.

That's when the redhead decided to do something she hasn't done in a long time. She reached for the Omnitrix, and attempted to go alien. But Ben was already one step ahead of her.

Faster than the eye can see, Ben ran at Gwen, swung his Lightsaber, and sliced her Omnitrix arm off right above the elbow! She screamed in pain and dropped her weapon as she clutched the cauterized stump where her arm used to be. Ben then chopped her on the back of the neck, before gently lowering her to the ground. He cast one final glance toward his cousin, then walked away to meet up with the others.

That's when Darth Talon walked up to her apprentice/chosen mate. Her expression was one of confusion.

"You have not killed her. Why?" Talon asked.

In all honesty, Ben didn't know exactly how to answer that question. Why didn't he kill Gwen while he had the chance? Was it because he still harbored a small amount of a familial bond with her? It did he just want an epic final battle between the Sith and the Jedi?

"I honestly don't know, master. But I suppose I will just call it a final act of compassion for my cousin." Ben answered. "But make no mistake. When we meet again on the battlefield; and we will; I shall kill her with my own hands!"

That's when they noticed the Omnitrix. It was still attached to Gwen's severed arm. Using a miniscule amount of Force Lightning, Ben incinerated the device, rendering the Codon Stream virtually useless to anybody and everybody.

With his business finally completed, Ben and Talon left to meet up with the others so they could leave this wretched planet. Their next destination; Korriban.

* * *

 _ *****To Be Continued…*****_

* * *

 _ *****Next Updates Include*****_

* * *

 _ **Hordika Phantom**_

 _ **Star Wars: Duelist Kingdom Saga**_

 _ **Ahsoka Sings**_

 _ **Ben 10: Hero of Equestria**_

 _ **Rosario GX (Possible Story)**_


	13. Epilogue

_**Well, we've had a good run with this story, but it has finally reached its end. But this doesn't mean there won't be more. Be sure to check out the sequel I plan to write known as Trials of a Sith. Until then, enjoy the show!**_

 _ *****I still don't own Ben 10, or Star Wars!*****_

* * *

 _ **Epilogue: Leaving the Earth**_

* * *

 _ *****Meanwhile, with Shaak and Ventress*****_

* * *

"Pull the lever, Shaak!" Ventress declared dramatically.

Shaak pulled a lever, but not the correct one. As proven when Ventress fell down a trap door.

 **"WRONG LEVEEEEEERRR!"**

There was a splash as Ventress fell into what must've been an underground reservoir. Shaak sheepishly stroked her back lekku as she realized what happened.

"Oops." Shaak said sheepishly.

Ventress walked out of a secret passageway in the base. She was soaking wet and a crocodile was biting her on the butt. Something that both hurt, and irritated her to no end.

"Why do they even have that lever?" Ventress asked herself.

She smacked the crocodile, making it let go of her and run off whimpering like a whipped puppy. _**(Know that I do not condone animal abuse.)**_

"Let me try." Ventress demanded, pushing Shaak out of the way.

She then pulled the other lever, and the floor flipped them into what appeared to be a roller coaster cart. The safety bar went down, but they didn't feel very safe. In fact, they felt more afraid than anything else.

"What's going on!?" Ventress asked.

"I don't know." replied an equally nervous Shaak Ti.

That's when a mechanical voice spoke up.

" _Please remain seated, and keep your arms and legs in at all times."_

The cart slowly moved forward, and started going down at incredible speeds. Initially, the two Sith Ladies were screaming in sheer terror. But pretty soon, they were screaming in pure joy and amusement. They'd never been on such a fun ride before in their whole lives.

" **This is even better than traveling through hyperspace!"** Ventress cried.

" **You got that right, girlfriend! WOO HOO!"** Shaak added.

Unfortunately, all good things must come to an end. Especially since the ride hit a wall that launched them out of the cart, and onto a landing pad. They looked at each other in confusion over what just happened, then shrugged as they chalked it up to the Plumbers having a lot of extra time their hands.

They ran over to the shelves to complete their tasks. While Shaak placed charges all over the place, while Ventress took everything of value. Among these things were the Nemetrix, Eon's Time Gauntlet, a Psycholeopterran that was in a super tangible containment unit, and even Albedo's old Ultimatrix.

"Okay, that's everything of any real value that I could find." Ventress said before asking "Are those charges set?"

"Yes. I just activated the last one." Shaak replied.

"Good. Then let's get out of here and blow this place all the way to Kingdom Come." Ventress said.

Nodding in agreement, the two Sith Ladies bolted out of the place with what they took, and detonated the charges. Fortunately, they were on a timer.

* * *

 _ *****Meanwhile...*****_

* * *

Ben, Ahsoka and Talon were currently waiting for Shaak and Ventress to arrive at the ship. They'd already programmed the hyperdrive coordinates to Korriban, and were ready to go. But that's not all that happened.

"Who's an adorable little boy? You are! Yes you are!" Talon cooed as she played with the baby Togruta.

Azusa giggled as the Twi'lek woman tickled his belly, causing Ben to smile. As soon as Talon had laid eyes on the baby Togruta, it had been love at first sight. Even he had to admit, little Azusa was cute. He was currently holding the boy while Talon played with the baby to keep him entertained.

That's when a foul smell entered the air, causing Ahsoka to reel back and plug her nose in disgust. You guessed it: Azusa just did his business, and is in need of a diaper change. Fortunately, Ben knew how to do this due to babysitting for an alien mother he spoke to once before, so he knows how to take care of an infant.

"Dang, Azusa, what has your mother been feeding you, little buddy?" Ben asked.

Azusa just tilted his head, as he couldn't understand a word that was being spoken. Ben laid the child down on a makeshift changing table while Ahsoka got a fresh diaper along with the wet wipes and powder. When she came back with the stuff, Ben was already removing Azusa's old diaper. Granted, he swore the thing could be used as a stink bomb to break enemy siege.

After getting the baby changed, Ben sensed two familiar life energies coming towards them. He picked Azusa up, cradling the baby Togruta in his arms, and turned around to see Shaak and Ventress running towards them.

"Mission accomplished, Lord Nemesis. Despite the considerable resistance that the Plumbers put up." Shaak reported.

"Excellent. Now, it is time that we departed from this planet. Korriban awaits, and as the saying goes, time stops for no Sith." Ben said.

He and his entourage boarded their ship, ready to take on any and all resistance that got in their way. The screen freeze frames on a cruel looking Darth Nemesis, formerly known as Ben Tennyson; now a true Lord of the Sith.

* * *

 _ *****The End?*****_

* * *

 _ **No, this isn't the end. Not by a long shot. We still have a sequel to go through, and there will be many new challenges and opportunities for Ben and his posse. Now, here's the story I plan to update next.**_

 _ **Star Wars: Duelist Kingdom Saga**_

 _ **Thank you for all your support during this story, and here are the current results on the poll for whether Gwen dies or not.**_

 _ **Yes: 45 votes**_

 _ **No: 42 votes**_


	14. Chapter 14

_**IMPORTANT NOTICE! PLEASE READ!**_

* * *

 _ **Hey, folks. SaurusRock625 here. And how about a little storytime? So, I've been thinking about how I have so many stories on my profile and how I seem to randomly focus on a single genre for all of my stories. At first, it was categories like Danny Phantom and Ben 10. Then came Star Wars: The Clone Wars. After that, I began focusing on Yu-Gi-Oh and Yu-Gi-Oh GX. Then, of course, there was my RWBY phase. And now, I'm on Star Wars again.**_

 _ **Now, I'm not complaining. I'm just saying that I've been on a very wide streak of certain stories. And as of right now, I'm going to be moving some of them to a new FanFiction profile that I made, which will strictly be for stories of this Genre: Star Wars. It doesn't matter what series of Star Wars it is, but those stories will all be moved to this new account. This account is Marka Ragnos629.**_

 _ **Please go to that account as I will be moving all of my current Star Wars stories over to this account, as well as adding any new Star Wars stories I come up with to said account. I'll just need to take some time to edit the chapters as I add them, but I hope you guys follow me on my new account, with which I will post about on my Bio. But enough about that. I'll see you all over there, and see you all in whatever it is I post/update next.**_


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